Form SBSE Application For Registration Of Security-Based Swap Dealers (SEC2924) {SBSE}

American LegalNet, Inc. www.FormsWorkFlow.com FORM SBSE INSTRUCTIONS 002A. GENERAL INSTRUCTIONS 1. 003FORM - Form SBSE is the Application for Registration as either a Security-based Swap Dealer or Major Security-based Swap Participant (collectively, 223SBS Entities224). SBS Entities that are not registered or registering with the Commission as broker-dealers nor registered or registering with the Commodity Futures Trading Commission (223CFTC224) as a swap dealer or major swap participant must file this form to register with the Securities and Exchange Commission. An applicant must also file Schedules A, B, C, D, E, and F, as appropriate. 2. 003ELECTRONIC FILING 226 The applicant must file Form SBSE through the EDGAR system, and must utilize the EDGAR Filer Manual (as defined in 17 CFR 232. 11) to file and amend Form SBSE electronically to assure the timely acceptance and processing of those filings. 3. 003UPDATING - By law, the applicant must promptly update Form SBSE information by submitting amendments whenever the information on file becomes inaccurate or incomplete for any reason [17 CFR 240.15Fb2-3]. In addition, the applicant must update any incomplete or inaccurate information contained on Form SBSE prior to filing a notice of withdrawal from registration on Form SBSE-W [17 CFR 15Fb3-2(a)]. 4. 003CONTACT EMPLOYEE - The individual listed as the contact employee must be authorized to receive all 002compliance information, communications, and mailings, and be responsible for disseminating it within the 002applicant's organization. 0025. 003FEDERAL INFORMATION LAW AND REQUIREMENTS - An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid control number. Sections 15F, 17(a) and 23(a) of the Exchange Act authorize the SEC to collect the information on this form from registrants. See 15 U.S.C. 24724778o-10, 78q and 78w. Filing of this form is mandatory. The principal purpose of this Form is to permit the Commission to determine whether the applicant meets the statutory requirements to engage in the security-based swap business. The Commission maintains a file of the information on this form and will make information collected via the form publicly available. Any member of the public may direct to the Commission any comments concerning the accuracy of the burden estimate on this Form, and any suggestions for reducing this burden. This collection of information has been reviewed by the Office of Management and Budget in accordance with the clearance requirements of 44 U.S.C. 2473507. The information contained in this form is part of a system of records subject to the Privacy Act of 1974, as amended. The Securities and Exchange Commission has published in the Federal Register the Privacy Act Systems of Records Notice for these records. B. FILING INSTRUCTIONS 1. 003FORMAT a. 003Sections 1-17 must be answered and all fields requiring a response must be completed before the filing will be accepted. b. 003Failure to follow instructions or properly complete the form may result in the application being delayed or rejected. c.003 Applicant must complete the execution screen certifying that Form SBSE and amendments thereto have been executed properly and that the information contained therein is accurate and complete. d. 003To amend information, the applicant must update the appropriate Form SBSE screens. e. 003A paper copy, with original signatures, of the initial Form SBSE filing and amendments to Disclosure Reporting Pages (DRPs) must be retained by the applicant and be made available for inspection upon a regulatory request. 2. 003DISCLOSURE REPORTING PAGE (DRP) 226 Information concerning the applicant or control affiliate that relates to the occurrence of an event reportable under Item 14 must be provided on the applicant222s appropriate DRP. 3. 003DIRECT AND INDIRECT OWNERS - Amend the Direct Owners and Executive Officers screen and the Indirect Owners screen when changes in ownership occur. The mailing address for questions and correspondence is: The Securities and Exchange Commission002 Washington, DC 20549002 American LegalNet, Inc. www.FormsWorkFlow.com EXPLANATION OF TERMS 002(The following terms are italicized throughout this form.)002 1. GENERAL002 APPLICANT - The security-based swap dealer or major security-based swap participant applying on or amending this form. CONTROL - The power, directly or indirectly, to direct the management or policies of a company, whether through ownership of securities, by contract, or otherwise. Any person that (i) is a director, general partner or officer exercising executive responsibility (or having similar status or functions); (ii) directly or indirectly has the right to vote 25% or more of a class of a voting security or has the power to sell or direct the sale of 25% or more of a class of voting securities; or (iii) in the case of a partnership, has the right to receive upon dissolution, or has contributed, 25% or more of the capital, is presumed to control that company. STATE 226 Any state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, the U.S. Virgin Islands, any other territory of the United States, or any subdivision or regulatory body thereof. PERSON - An individual, partnership, corporation, trust, or other organization. SELF-REGULATORY ORGANIZATION (SRO) - Any national securities or futures exchange, registered securities or futures association, registered clearing agency, or derivatives clearing organization. SUCCESSOR 226 The term 223successor224 is defined to be an unregistered entity that assumes or acquires substantially all of the assets and liabilities, and that continues the business of, a predecessor security-based swap dealer or major security-based swap participant that ceases its security-based swap activities. [See Exchange Act Rule 15Fb2-5 (17 CFR 240.15Fb2-5] UNIQUE IDENTIFICATION CODE or UIC 226 For purposes of Form SBSE, the term 223unique identification code224 or 223UIC224 means a unique identification code assigned to a person by an internationally recognized standards-setting system that is recognized by the Commission [pursuant to Rule 903(a) of Regulation SBSR (17 CFR 242.903(a))]. 2. FOR THE PURPOSE OF ITEM 14 AND THE CORRESPONDING DISCLOSURE REPORTING PAGES (DRPs) CHARGED - Being accused of a crime in a formal complaint, information, or indictment (or equivalent formal charge). CONTROL AFFILIATE 226 A person named in Items 10 or 11 as a control person or any other individual or organization that directly or indirectly controls, is under common control with, or is controlled by, the applicant, including any current employee of the applicant except one performing only clerical, administrative, support or similar functions, or who, regardless of title, performs no executive duties or has no senior policy making authority. ENJOINED 226 Includes being subject to a mandatory injunction, prohibitory injunction, preliminary injunction, or a temporary restraining order. FELONY 226 For jurisdictions that do not differentiate between a felony and a misdemeanor, a felony is an offense punishable by a sentence of at least one year imprisonment and/or a fine of at least $1,000. The term also includes a general court martial. FOUND 226 Includes adverse final actions, including consent decrees in which the respondent has neither admitted nor denied the findings, but does not include agreements, deficiency letters, examination reports, memoranda of understanding, letters of caution, admonishments, and similar informal resolutions of matters. INVESTMENT OR INVESTMENT-RELATED 226 Pertaining to securities, commodities, banking, savings association activities, credit union activities, insurance, or real estate (including, but not limited to, acting as or being associated with a broker-dealer, municipal securities dealer, government securities broker or dealer, issuer, investment company, investment adviser, futures sponsor, bank, security-based swap dealer, major security-based swap participant, savings association, credit union, insurance company, or insurance ag